# RH (RH) Informational only - not investment advice. CIK: 0001528849 SIC: 5712 Retail-Furniture Stores SIC breadcrumb: [Retail Trade](/division/G/) > [SIC Major Group 57](/major-group/57/) > [SIC 5712 Retail-Furniture Stores](/industry/5712/) Latest 10-K filed: 2026-04-01 SEC page: https://www.sec.gov/edgar/browse/?CIK=1528849 Filing source: https://www.sec.gov/Archives/edgar/data/1528849/000110465926037992/rh-20260131x10k.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 3439536000 | USD | 2026 | 2026-04-01 | | Net income | 124787000 | USD | 2026 | 2026-04-01 | | Assets | 4835710000 | USD | 2026 | 2026-04-01 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001528849.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 2,440,174,000 | 2,505,653,000 | 2,647,437,000 | 2,848,626,000 | 3,758,820,000 | 3,590,477,000 | 3,029,126,000 | 3,180,753,000 | 3,439,536,000 | | Net income | 5,401,000 | -2,599,000 | 135,731,000 | 220,375,000 | 271,815,000 | 688,546,000 | 528,642,000 | 127,561,000 | 72,412,000 | 124,787,000 | | Operating income | 53,036,000 | 117,115,000 | 261,736,000 | 362,831,000 | 466,858,000 | 927,181,000 | 722,157,000 | 366,071,000 | 322,587,000 | 387,268,000 | | Gross profit | 679,787,000 | 839,298,000 | 985,577,000 | 1,095,011,000 | 1,325,531,000 | 1,855,411,000 | 1,811,985,000 | 1,389,019,000 | 1,414,932,000 | 1,515,757,000 | | Diluted EPS | 0.13 | -0.10 | 5.12 | 9.07 | 9.96 | 22.13 | 19.90 | 5.91 | 3.62 | 6.31 | | Assets | 2,192,520,000 | 1,732,866,000 | 2,423,018,000 | 2,445,694,000 | 2,898,313,000 | 5,540,470,000 | 5,309,289,000 | 4,143,897,000 | 4,554,689,000 | 4,835,710,000 | | Liabilities | 1,272,651,000 | 1,740,202,000 | 2,461,708,000 | 2,427,043,000 | 2,451,287,000 | 4,370,193,000 | 4,524,628,000 | 4,441,291,000 | 4,718,278,000 | 4,775,110,000 | | Stockholders' equity | 923,829,000 | -8,155,000 | -38,690,000 | 18,651,000 | 447,026,000 | 1,170,277,000 | 784,661,000 | -297,394,000 | -163,589,000 | 60,600,000 | | Cash and cash equivalents | 87,023,000 | 17,907,000 | 5,803,000 | 47,658,000 | 100,446,000 | 2,177,889,000 | 1,508,101,000 | 123,688,000 | 30,413,000 | 41,191,000 | | Net margin | | -0.11% | 5.42% | 8.32% | 9.54% | 18.32% | 14.72% | 4.21% | 2.28% | 3.63% | | Operating margin | | 4.80% | 10.45% | 13.70% | 16.39% | 24.67% | 20.11% | 12.09% | 10.14% | 11.26% | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001528849.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q1 | 2022-04-30 | | | 12.16 | reported discrete quarter | | 2022-Q3 | 2022-10-29 | | | 3.78 | reported discrete quarter | | 2023-Q1 | 2023-04-29 | 739,162,000 | 41,890,000 | 1.76 | reported discrete quarter | | 2023-Q2 | 2023-07-29 | 800,479,000 | 76,477,000 | 3.36 | reported discrete quarter | | 2023-Q3 | 2023-10-28 | 751,225,000 | -2,187,000 | -0.12 | reported discrete quarter | | 2024-Q1 | 2024-05-04 | 726,960,000 | -3,625,000 | -0.20 | reported discrete quarter | | 2024-Q2 | 2024-08-03 | 829,655,000 | 28,952,000 | 1.45 | reported discrete quarter | | 2024-Q3 | 2024-11-02 | 811,732,000 | 33,168,000 | 1.66 | reported discrete quarter | | 2024-Q4 | 2025-02-01 | 812,406,000 | 13,917,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-05-03 | 813,952,000 | 8,039,000 | 0.40 | reported discrete quarter | | 2025-Q2 | 2025-08-02 | 899,151,000 | 51,708,000 | 2.62 | reported discrete quarter | | 2025-Q3 | 2025-11-01 | 883,810,000 | 36,265,000 | 1.83 | reported discrete quarter | | 2025-Q4 | 2026-01-31 | 842,623,000 | 28,775,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-05-02 | 800,328,000 | -13,697,000 | -0.73 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1528849/000110465926073006/rh-20260502x10q.htm Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high Filing date: 2026-06-11 Report date: 2026-05-02 ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and the results of our operations should be read together with the condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our 2025 Form 10-K. Management’s discussion and analysis of financial condition and results of operations (“MD&A”) contains forward-looking statements that are subject to risks and uncertainties. Refer to “Special Note Regarding Forward-Looking Statements and Market Data” below and Item 1A—Risk Factors in our 2025 Form 10-K for a discussion of the risks, uncertainties and assumptions associated with these statements. MD&A should be read in conjunction with our historical consolidated financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, those listed in our 2025 Form 10-K. The discussion of our financial condition and changes in our results of operations, liquidity and capital resources is presented in this section for the three months ended May 2, 2026, and a comparison to the three months ended May 3, 2025. The discussion related to cash flows for the three months ended May 3, 2025, has been omitted from this Quarterly Report on Form 10-Q, but is included in Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations on our Form 10-Q for the quarter ended May 3, 2025, filed with the Securities and Exchange Commission (“SEC”) on June 12, 2025. MD&A is a supplement to our condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q and is provided to enhance an understanding of our results of operations and financial condition. Our MD&A includes these primary sections: Overview. This section provides a general description of our business, including our key value-driving strategies and an overview of certain known trends and uncertainties. Basis of Presentation and Results of Operations. This section provides our condensed consolidated statements of income (loss) and other financial and operating data, including a comparison of our results of operations in the current period as compared to the prior year’s comparative period, as well as non-GAAP measures we use for operational decision-making and as a means to evaluate period-to-period comparisons. Liquidity and Capital Resources. This section provides an overview of our sources and uses of cash and our financing arrangements, including our credit facilities and debt arrangements, in addition to the cash requirements for our business, such as our capital expenditures. Critical Accounting Policies and Estimates. This section discusses the accounting policies and estimates that involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, including the significant estimates and judgments used in the preparation of our condensed consolidated financial statements. ​ PART I. FINANCIAL INFORMATION 2026 FIRST QUARTER FORM 10-Q | 27 ​ Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA This Quarterly Report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “short-term,” “non-recurring,” “one-time,” “unusual,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. Matters that we identify as “short term,” “non-recurring,” “unusual,” “one-time” or other words and terms of similar meaning may, in fact, not be short term and may recur in one or more future financial reporting periods. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the section titled Risk Factors in our 2025 Form 10-K and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I of this Quarterly Report and in our 2025 Form 10-K. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements. You should evaluate all forward-looking statements made in this Quarterly Report in the context of these risks and uncertainties. We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect, or that future developments affecting us will be those that we have anticipated. The forward-looking statements included in this Quarterly Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Overview We are a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States, Canada and Europe, and we have an integrated RH Hospitality experience in 26 of our Design Gallery locations, which includes restaurants and wine bars. We have recently undertaken efforts to introduce the most prolific collection of new products in our history, with a substantial number of new furniture and upholstery collections across RH Interiors, RH Modern, RH Outdoor, RH Baby & Child and RH Teen and the introduction of RH Estates in 2026, featuring RH Bespoke furniture and RH Couture upholstery. We believe these new collections reflect a level of design and quality inaccessible in our current market, and a value proposition that we believe will be disruptive across multiple markets. ​ PART I. FINANCIAL INFORMATION 2026 FIRST QUARTER FORM 10-Q | 28 ​ Table of Contents As of May 2, 2026, we operated the following number of locations: ​ ​ ​ ​ ​ COUNT RH ​ ​ North America ​ ​ Design Galleries ​ 39 Legacy Galleries ​ 25 Outdoor Galleries ​ 2 Modern Gallery ​ 1 Baby & Child Gallery ​ 1 Interior Design Studio ​ 1 Total RH retail locations—North America ​ 69 Europe Design Galleries ​ 7 Total RH retail locations ​ 76 Outlets ​ 43 Guesthouse ​ 1 Waterworks Showrooms ​ 14 Business Conditions In recent years, our business has been negatively affected and limited by macroeconomic conditions, including high interest rates and mortgage rates, volatility in the global financial markets and the slowdown in the luxury home market as well as other negative factors related to the effects of lingering higher inflation and increased costs, including higher construction expenses. Since the majority of our product assortment is imported from vendors outside the United States, we also face uncertainty and risks related to tariffs and other trade policies, which may increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. We have taken steps to move our supply chain away from countries with higher tariff rates in favor of other jurisdictions, but these countermeasures may prove to be ineffective and the ability to predict tariff rates in different countries may be difficult as policies may change on short notice. For example, on February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA. Following the U.S. Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. In April 2026, the IEEPA refund process was launched, and we began to receive refunds in the second quarter of fiscal 2026. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels and whether further additional tariffs or other retaliatory actions may be imposed, modified or suspended. Uncertainty about trade policy, tariff rates and other changes in practices affecting international trade might have an adverse effect on our business and results of operations, and we may face challenges in implementing the optimal responses to changing trade conditions. In addition, there is meaningful uncertainty related to the confluence of different macroeconomic factors that could influence business conditions in the United States and other countries in which we operate. While our expectation is that these different factors will moderate in the future, the timing and precise outlook for these improvements are uncertain. We also believe we have positioned the business to take advantage of any favorable progression in macroeconomic conditions. Our decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors. ​ PART I. FINANCIAL INFORMATION 2026 FIRST QUARTER FORM 10-Q | 29 ​ Table of Contents For more information, refer to the sections entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors in our 2025 Form 10-K. Key Value-Driving Strategies In order to achieve our long-term strategies of product transformation, platform expansion and cash generation as well as drive growth across our business, we are focused on the following key strategies and business initiatives: Product Elevation. We believe we have built the most comprehensive and compelling collection of luxury home furnishings under o [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management’s discussion and analysis of financial condition and results of operations (“MD&A”), contains forward-looking statements that are subject to risks and uncertainties. Refer to “Special Note Regarding Forward-Looking Statements and Market Data” and Item 1A—Risk Factors in this Annual Report for a discussion of the risks, uncertainties and assumptions associated with these statements. MD&A should be read in conjunction with our historical consolidated financial statements and related notes thereto and the other disclosures contained elsewhere in this Annual Report. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed in Item 1A—Risk Factors and included elsewhere in this Annual Report. The discussion of our financial condition and changes in our results of operations, liquidity and capital resources is presented in this section for fiscal 2025 and a comparison to fiscal 2024. The discussion for fiscal 2024 and a comparison to fiscal 2023 has been omitted from this Annual Report, but is included in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the Securities and Exchange Commission (“SEC”) on April 2, 2025. MD&A is a supplement to our consolidated financial statements within Part II of this Annual Report and is provided to enhance an understanding of our results of operations and financial condition. Our MD&A includes these primary sections: Overview. This section provides a general description of our business, including our key value-driving strategies and an overview of certain known trends and uncertainties. Factors Affecting Our Results of Operations. This section discusses certain factors that affect our results of operations, including our strategic initiatives, our ability to source and distribute products effectively, consumer preferences and demand, overall economic trends and fluctuations in quarterly results. How We Assess the Performance of Our Business. This section discusses financial and operating measures that affect our results of operations, including net revenues, gross profit and gross margin, selling, general and administrative expenses, operating income and operating margin, and net income and the related non-GAAP measures, in addition to demand, EBITDA and adjusted EBITDA. Basis of Presentation and Results of Operations. This section provides our consolidated statements of income and other financial and operating data, including a comparison of our results of operations in the current period as compared to the prior year’s comparative period, as well as non-GAAP measures we use for operational decision-making and as a means to evaluate period-to-period comparisons. Liquidity and Capital Resources. This section provides an overview of our sources and uses of cash and our financing arrangements, including our credit facilities and debt arrangements, in addition to the cash requirements for our business, such as our capital expenditures. Critical Accounting Policies and Estimates. This section discusses the accounting policies and estimates that involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, including the significant estimates and judgments used in the preparation of our consolidated financial statements. Overview We are a leading retailer and luxury lifestyle brand operating primarily in the home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Sourcebooks. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of distribution. We position our Galleries as showrooms for our brand, while our websites and Sourcebooks act as virtual and print extensions of our physical spaces, respectively. We operate our retail locations throughout the United States, Canada and Europe, and we have an integrated RH Hospitality experience in 25 of our Design Gallery locations, which includes restaurants and wine bars. ​ ​ ​ 42 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents We have recently undertaken efforts to introduce the most prolific collection of new products in our history, with a substantial number of new furniture and upholstery collections across RH Interiors, RH Modern, RH Outdoor, RH Baby & Child and RH Teen and the introduction of RH Estates in 2026, featuring RH Bespoke furniture and RH Couture upholstery. We believe these new collections reflect a level of design and quality inaccessible in our current market, and a value proposition that we believe will be disruptive across multiple markets. As of January 31, 2026, we operated the following number of locations: ​ ​ ​ ​ ​ COUNT RH ​ ​ North America ​ ​ Design Galleries ​ 39 Legacy Galleries ​ 25 Outdoor Galleries ​ 2 Modern Gallery ​ 1 Baby & Child Gallery ​ 1 Interior Design Studio ​ 1 Total RH retail locations—North America ​ 69 Europe Design Galleries ​ 6 Total RH retail locations ​ 75 Outlets ​ 44 Guesthouse ​ 1 Waterworks Showrooms ​ 14 For more information on our Company and operations, refer to Item 1—Business. Business Conditions In recent years, our business has been negatively affected and limited by macroeconomic conditions, including high interest rates and mortgage rates, volatility in the global financial markets and the slowdown in the luxury home market as well as other negative factors related to the effects of lingering higher inflation and increased costs, including higher construction expenses. Since the majority of our product assortment is imported from vendors outside the United States, we also face uncertainty and risks related to tariffs and other trade policies, which may increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. We have taken steps to move our supply chain away from countries with higher tariff rates in favor of other jurisdictions, but these countermeasures may prove to be ineffective and the ability to predict tariff rates in different countries may be difficult as policies may change on short notice. For example, on February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA. Following the U.S. Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels and whether further additional tariffs or other retaliatory actions may be imposed, modified or suspended. Uncertainty about trade policy, tariff rates and other changes in practices affecting international trade might have an adverse effect on our business and results of operations, and we may face challenges in implementing the optimal responses to changing trade conditions. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 43 ​ Table of Contents In addition, there is meaningful uncertainty related to the confluence of different macroeconomic factors that could influence business conditions in the United States. While our expectation is that these different factors will moderate in the future, the timing and precise outlook for these improvements are uncertain. We also believe we have positioned the business to take advantage of any favorable progression in macroeconomic conditions. Our decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors. Key Value-Driving Strategies In order to achieve our long-term strategies of product transformation, platform expansion and cash generation as well as drive growth across our business, we are focused on the following key strategies and business initiatives: Product Elevation. We believe we have built the most comprehensive and compelling collection of luxury home furnishings under one brand in the world. Our products are presented across multiple collections, categories and channels that we control, and we believe their desirability and exclusivity have enabled us to achieve strong revenues and margins. Our customers know our brand concepts as RH Interiors, RH Modern, RH Outdoor, RH Beach House, RH Ski House, RH Baby & Child, RH Teen and Waterworks. Our strategy is to continue to elevate the design and quality of our product. Beginning with the mailing of our RH Interiors Sourcebook in the fall of 2023 and with additional Sourcebook mailings throughout 2024 and 2025, we have introduced the most prolific collection of new products in our history, which will continue with the spring 2026 launch of RH Estates, featuring RH Bespoke furniture and RH Couture upholstery. ​ Gallery Transformation. Our products are elevated and rendered more valuable by our architecturally inspiring Galleries. We believe our strategy to open new Design Galleries in every major market in the United States and Canada will unlock the value of our vast assortment, generating an expected total annual revenue opportunity of $5 to $6 billion. We believe we can increase our sales by continuing to transform our real estate platform from our existing legacy retail footprint to a portfolio of Design Galleries sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate hospitality into many of the new Design Galleries that we open in the future, which we believe further elevates and renders our product and brand more valuable. We believe hospitality has created a unique new retail experience that cannot be replicated online and that the addition of hospitality drives incremental sales of home furnishings in these Galleries. ​ Brand Elevation. Our strategy is to move the brand beyond curating and selling product to conceptualizing and selling spaces by building an ecosystem of Products, Places, Services and Spaces that establishes the RH brand as a global thought leader, taste and place maker. We believe our seamlessly integrated ecosystem of immersive experiences inspires customers to dream, design, dine, travel and live in a world thoughtfully curated by RH, creating an impression and connection unlike any other brand in the world. Our hospitality efforts will continue to elevate the RH brand as we extend beyond the four walls of our Galleries into RH Guesthouses, where our goal is to create a new market for travelers seeking privacy and luxury in the $200 billion North American hotel industry. We entered this industry with the opening of the RH Guesthouse New York in September 2022 and are in the process of constructing our second RH Guesthouse in Aspen. In June 2023, we opened RH England, The Gallery at the Historic Aynho Park, a 400-year-old landmark estate representing one of the most inspiring and immersive physical expressions of the brand. RH England marked the beginning of our global expansion beyond North America. Additionally, we offer bespoke experiences like RH Yountville, an integration of Food, Wine, Art & Design in the Napa Valley; RH One & RH Two, our private jets; and RH Three, our luxury yacht that is available for charter in the Caribbean and Mediterranean, where the wealthy and affluent visit and vacation. These immersive experiences expose both new and existing customers to our evolving authority in architecture, interior design and landscape architecture. ​ Global Expansion. We believe that our luxury brand positioning and unique aesthetic have strong international appeal and that global expansion will provide RH with a substantial opportunity to build a projected $20 to $25 billion global brand in terms of annual revenues. Our view is that the competitive global environment is more fragmented and primed for disruption than the North American market, and there is no direct competitor of scale that possesses the product, operational platform and brand strength of RH. As such, we are actively pursuing the expansion of the RH brand globally, which began with the opening of RH England, RH Munich and RH Düsseldorf in 2023, followed by the opening of RH Brussels and RH Madrid in 2024. In September 2025, we opened RH Paris, The Gallery on the Champs-Élysées, located just off the Avenue Montaigne, which stands at the global epicenter of fashion and luxury. We believe the opening of RH Paris marks a major step forward in the European expansion of our business. In 2026, we expect to open RH Milan, The Gallery on Corso Venezia, and RH London, The Gallery in Mayfair, which we believe will be inspiring spaces that celebrate the heritage of the historic structures and integrate full expressions of our hospitality experiences. In addition, we plan to open RH Sydney, The Gallery in Double Bay, in Australia in the coming years. ​ ​ ​ 44 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents ​ Digital Reimagination. Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally, our multiyear effort began with the reimagination of our RH Center of Innovation to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation. Externally, our strategy comes to life digitally through The World of RH, an online portal where customers can explore and be inspired by the depth and dimension of our brand. We expect to continue to elevate the customer experience on The World of RH with further enhancements to content, navigation and search functionality. We believe an opportunity exists to create similar strategic separation online as we have with our Galleries offline, reconceptualizing what a website can and should be. We have made meaningful investments to elevate and differentiate our online experience in 2025, and we expect to continue investing in these initiatives in 2026. Factors Affecting Our Results of Operations Various factors have affected, and may continue to affect, our results of operations. While each of these factors presents opportunities for our business, they also pose risks that we must successfully address in order to achieve our long-term strategies. Our Strategic Initiatives. As a result of the number of current business initiatives we are pursuing, we have experienced in the past, and may experience in the future, significant period-to-period variability in our financial performance and results of operations. While we anticipate that these initiatives will support the growth of our business, costs and timing issues associated with pursuing these initiatives can negatively affect our growth rates in the short term and may amplify fluctuations in our growth rates from quarter-to-quarter. Delays in the rate of opening new Galleries and pursuit of our international expansion have resulted in delays in the corresponding increase in revenues that we experience as new Design Galleries are introduced. In addition, we anticipate that our net revenues, adjusted net income and other performance metrics will remain variable as our business model continues to emphasize high growth and numerous, concurrent and evolving business initiatives. Our Ability to Source and Distribute Products Effectively. Our net revenues and gross profit are affected by our ability to purchase our merchandise in sufficient quantities at competitive prices. Our current and anticipated demand and our level of net revenues have been adversely affected in prior periods by constraints in our supply chain, including the inability of our vendors to produce sufficient quantities of some merchandise to match market demand from our customers, leading to higher levels of customer backorders and lost sales. For example, a number of our vendors experienced delays in production and shipment of merchandise orders related to direct and indirect effects of the pandemic, as well as other geopolitical conflicts that have occurred in recent years. In addition, we have undertaken a number of substantial shifts in our approach to merchandise sourcing in response to tariffs, including shifting a significant portion of our vendor base away from China to other countries such as Vietnam that we have chosen with the objective of reducing the financial impact of increased tariff rates. As we introduce new products and expand our merchandise assortments into new categories, we may experience delays in the introduction and production of some new offerings, as we have had similar experiences during prior periods when we adopted substantial newness in our business. Changes in tariffs imposed by government agencies, raw material costs related to inflation and other macroeconomic factors, including negative effects in countries where our vendors produce merchandise, could contribute to further complications in our supply chain. We partner with vendors to optimize our supply chain across geographies to mitigate the impact of these items. Based on total dollar volume of purchases for fiscal 2025, 69% of our products were sourced from Asia, including 39% from Vietnam, 13% from China and the remainder predominantly from Indonesia and India, 21% from North America, including 13% from the United States, as well as 10% from Europe and other countries. Consumer Preferences and Demand. Our ability to maintain our appeal to existing customers and attract new customers depends on our ability to originate, develop and offer a compelling product assortment responsive to customer preferences and design trends. We have successfully introduced a large number of new products in past and current periods, which we believe has been a contributing factor in our sales growth and results of operations. If we misjudge the market for our products or the product lines that we acquire, we may be faced with excess inventories for some products and may be required to become more promotional in our selling activities, which would affect our net revenues and gross profit. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 45 ​ Table of Contents Overall Economic Trends. The industry in which we operate is cyclical, and consequently our net revenues are affected by general economic conditions, including primarily by conditions that affect the housing market. For example, higher interest and mortgage rates, as well as higher cost of consumer credit may reduce demand for our products. We have determined that our customer purchasing patterns are influenced by economic factors, including the health and volatility of the stock market. We have seen that previous declines in the stock market and periods of high volatility have correlated with a reduction in consumer demand for our products and may continue in future periods. We target consumers of high-end home furnishings. As a result, we believe that our sales are sensitive to a number of macroeconomic factors that influence consumer spending generally, but that our sales are particularly affected by the financial health of higher-end customers and demand levels from that customer demographic. While the overall home furnishings market may be influenced by factors, such as employment levels, interest rates, demographics of new household formation and the affordability of homes for first-time home buyers, the higher-end of the housing market may be disproportionately influenced by other factors, including stock market prices, disruption in financial markets, the number of second and third homes being bought and sold, the number of foreign buyers in higher-end real estate markets, foreign currency volatility, inflation, tax policies, interest rates and the perceived prospect for capital appreciation in higher-end real estate. Shifts in consumption patterns may also have an impact on consumer spending in the high-end housing market. We have in the past experienced volatility in our sales trends related to many of these factors and believe our sales may be impacted by these economic factors in future periods. We expect the impact of such macroeconomic factors on our business may continue in future quarters. For more information, refer to Item 1A—Risk Factors—Changes in consumer spending and factors that influence spending of the specific categories of consumers that purchase from us may significantly affect our revenue and results of operations. Fluctuation in Quarterly Results. Our quarterly results vary depending upon a variety of factors, including changes in our product offerings and the introduction of new merchandise assortments and categories, changes in retail locations, the timing of Sourcebook releases, and the extent of our realization of the costs and benefits of our numerous strategic initiatives, among other things. As a result of these factors, our working capital requirements and demands may fluctuate during the year. Unique factors in any given quarter may affect period-to-period comparisons, and the results for any quarter are not necessarily indicative of the results that we may achieve for a full fiscal year. How We Assess the Performance of Our Business In assessing the performance of our business, we consider a variety of financial and operating measures that affect our results of operations, including: Net Revenues and Demand. Net revenues reflect our sale of merchandise plus shipping and handling revenue collected from our customers, less returns and discounts. Revenues are recognized when a customer obtains control of the merchandise. We collect annual membership fees related to the RH Members Program, which are recorded as deferred revenue when collected from customers and recognized as revenue based on expected merchandise revenues over the annual membership period. Demand is an operating metric that we use in reference to the dollar value of orders placed from all of our businesses and excludes exchanges, shipping fees and cancellations. Orders convert to net revenue upon a customer obtaining control of the merchandise. Demand also includes Membership and sales from RH Hospitality and RH Outlet. Gross Profit and Gross Margin. Gross profit is equal to our net revenues less cost of goods sold. Gross profit as a percentage of our net revenues is referred to as gross margin. Cost of goods sold includes the direct cost of purchased merchandise; inventory shrinkage, inventory reserves and write-downs and lower of cost or net realizable value reserves; inbound freight; all freight costs to get merchandise to our retail and outlet locations; design, buying and allocation costs; occupancy costs related to retail, outlet and our supply chain operations, such as rent and common area maintenance for our leases; depreciation and amortization of leasehold improvements, equipment and other assets in our retail, outlet and supply chain locations. In addition, cost of goods sold includes all logistics costs associated with shipping product to our customers, which are partially offset by shipping income collected from customers (recorded in net revenues on the consolidated statements of income). Our gross profit and gross margin can be favorably impacted by sales volume increases, as occupancy and certain other costs that are largely fixed do not necessarily increase proportionally with sales volume increases. Changes in the mix of our products may also affect our gross profit and gross margin. We review our inventory levels on an ongoing basis in order to identify slow-moving merchandise and use product markdowns and our outlets to efficiently sell these products. The timing and extent of markdowns are driven primarily by customer acceptance of our merchandise. ​ ​ ​ 46 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents The primary drivers of our product cost of individual goods are raw materials costs, which fluctuate based on a number of factors beyond our control, including commodity prices, changes in supply and demand, general economic conditions, competition, import duties, tariffs and government regulation and labor costs in the countries where we source our merchandise. In addition, our gross profit is also impacted by logistics costs, which may increase in the event of, for example, expansions of or interruptions in the operation of our distribution centers, furniture home delivery centers and customer service centers or damage or interruption to our information systems. We place orders with merchandise vendors primarily in U.S. dollars and, as a result, are not currently exposed to significant foreign currency exchange risk. However, our exposure may increase in connection with our global expansion strategy as we expect to have more operations related to currencies other than the U.S. dollar. In recent periods, we have experienced higher cost of goods sold primarily related to changes in trade policy and increased tariffs. Our strategy is to address cost factors as they occur, where possible, including through tariff mitigation strategies via partnership with key vendors, strategic pricing and efficiency in our operations. Our gross profit and gross margin may not be comparable to other specialty retailers, as some companies may not include all or a portion of the costs related to their distribution network and store occupancy in calculating gross profit and gross margin as we and many other retailers do, but instead may include them in selling, general and administrative expenses. In addition, certain of our retail leases are accounted for as finance leases, which result in a portion of the expense related to these agreements included in interest expense—net on the consolidated statements of income. Selling, General and Administrative Expenses. Selling, general and administrative expenses include all operating costs not included in cost of goods sold. These expenses include payroll and payroll-related expenses, retail-related expenses other than occupancy, and expenses related to the operations at our corporate headquarters, including rent, utilities, depreciation and amortization, credit card fees and marketing expense, which primarily includes Sourcebook production, mailing and print advertising costs. All retail pre-opening costs are included in selling, general and administrative expenses and are expensed as incurred. We expect certain of these expenses to continue to increase as we open new retail locations and outlets, develop new product categories and otherwise pursue our current business initiatives. Additionally, our selling, general and administrative expenses as a percentage of net revenues can be impacted by the timing of our Sourcebook distributions. Selling, general and administrative expenses as a percentage of net revenues are usually higher in lower-volume quarters and lower in higher-volume quarters because a significant portion of the costs are relatively fixed. In addition, in recent periods we have experienced increased selling, general and administrative expenses, including asset impairments, product recalls, reorganizations, non-cash compensation expense and legal settlements, as discussed in “Basis of Presentation and Results of Operations” below. Non-GAAP Financial Measures. To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use non-GAAP financial measures, including adjusted operating income, adjusted net income, EBITDA, adjusted EBITDA, and adjusted capital expenditures (collectively, “non-GAAP financial measures”). We compute these measures by adjusting the applicable GAAP measures to remove the impact of certain recurring and non-recurring charges and gains that are not reflective of underlying business performance and to adjust for the impact of income tax items related to such adjustments to our GAAP financial statements. Refer to “Non-GAAP Financial Measures” below for further information. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 47 ​ Table of Contents Basis of Presentation and Results of Operations Our consolidated statements of income were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ JANUARY 31, ​ % OF NET ​ FEBRUARY 1, ​ % OF NET ​ FEBRUARY 3, ​ % OF NET ​ ​ ​ ​ 2026   ​ REVENUES   ​ 2025   ​ REVENUES   ​ 2024   ​ REVENUES ​ ​ ​ ​ (dollars in thousands) Net revenues ​ ​ $ 3,439,536 ​ 100.0 %   ​ $ 3,180,753 ​ 100.0 %   ​ $ 3,029,126 ​ 100.0 %   ​ Cost of goods sold ​ ​ 1,923,779 ​ 55.9 ​ ​ 1,765,821 ​ 55.5 ​ ​ 1,640,107 ​ 54.1 ​ ​ Gross profit ​ ​ 1,515,757 ​ 44.1 ​ ​ 1,414,932 ​ 44.5 ​ ​ 1,389,019 ​ 45.9 ​ ​ Selling, general and administrative expenses ​ ​ 1,128,489 ​ 32.8 ​ ​ 1,092,345 ​ 34.4 ​ ​ 1,022,948 ​ 33.8 ​ ​ Operating income ​ ​ 387,268 ​ 11.3 ​ ​ 322,587 ​ 10.1 ​ ​ 366,071 ​ 12.1 ​ ​ Other expenses ​ ​   ​ ​ ​ ​ ​   ​ ​ ​ ​ ​   ​ ​ ​ ​ ​ Interest expense—net ​ ​ 225,378 ​ 6.5 ​ ​ 230,601 ​ 7.2 ​ ​ 198,296 ​ 6.6 ​ ​ Other (income) expense—net ​ ​ ​ (5,048) ​ (0.1) ​ ​ ​ 3,395 ​ 0.1 ​ ​ ​ 1,078 ​ 0.0 ​ ​ Total other expenses ​ ​ 220,330 ​ 6.4 ​ ​ 233,996 ​ 7.3 ​ ​ 199,374 ​ 6.6 ​ ​ Income before taxes and equity method investments ​ ​ 166,938 ​ 4.9 ​ ​ 88,591 ​ 2.8 ​ ​ 166,697 ​ 5.5 ​ ​ Income tax expense ​ ​ 47,159 ​ 1.4 ​ ​ 4,799 ​ 0.2 ​ ​ 28,261 ​ 0.9 ​ ​ Income before equity method investments ​ ​ ​ 119,779 ​ 3.5 ​ ​ ​ 83,792 ​ 2.6 ​ ​ ​ 138,436 ​ 4.6 ​ ​ Share of equity method investments net (income) loss ​ ​ ​ (5,008) ​ (0.1) ​ ​ ​ 11,380 ​ 0.3 ​ ​ ​ 10,875 ​ 0.4 ​ ​ Net income ​ ​ $ 124,787 ​ 3.6 % ​ $ 72,412 ​ 2.3 % ​ $ 127,561 ​ 4.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP Financial Measures The tables presented below include details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures. These non-GAAP measures are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The non-GAAP financial measures used by us in this Annual Report may be different from the non-GAAP financial measures, including similarly titled measures, used by other companies. ​ ​ ​ ​ 48 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Adjusted Operating Income. Adjusted operating income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted operating income as consolidated operating income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance. We believe that adjusted operating income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. Our senior leadership team uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from period to period. Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​   ​ ​ ​ JANUARY 31,   ​ ​ ​ FEBRUARY 1, ​ FEBRUARY 3,  ​ ​ 2026 ​ 2025 ​ 2024 ​ ​ (in thousands) Net income ​ $ 124,787 ​ $ 72,412 ​ $ 127,561 Interest expense—net(1) ​ ​ 225,378 ​ ​ 230,601 ​ 198,296 Other (income) expense—net(1) ​ ​ (5,048) ​ ​ 3,395 ​ 1,078 Income tax expense(1) ​ ​ 47,159 ​ ​ 4,799 ​ 28,261 Share of equity method investments net (income) loss(1) ​ ​ (5,008) ​ ​ 11,380 ​ ​ 10,875 Operating income ​ ​ 387,268 ​ ​ 322,587 ​ 366,071 Asset impairments(2) ​ ​ 3,597 ​ ​ 36,071 ​ 3,531 Product recall(3) ​ ​ 1,913 ​ ​ — ​ (1,576) Reorganization related costs(4) ​ ​ 1,233 ​ ​ 4,423 ​ 7,621 Non-cash compensation(5) ​ ​ 851 ​ ​ 4,532 ​ ​ 9,640 Contract termination settlement—net(6) ​ ​ (3,375) ​ ​ — ​ ​ — Legal settlements—net(7) ​ ​ — ​ ​ (9,375) ​ 8,500 Adjusted operating income ​ $ 391,487 ​ $ 358,238 ​ $ 393,787 (1) Refer to discussion “Fiscal 2025 Compared to Fiscal 2024” below for a discussion of our results of operations for the year ended January 31, 2026 and February 1, 2025. Information on the year ended February 3, 2024 (fiscal 2023) is included in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations on our Form 10-K for the fiscal year ended February 1, 2025, filed with the SEC on April 2, 2025. (2) The adjustment in fiscal 2025 includes inventory impairment of $2.6 million and property and equipment impairment of $1.0 million, primarily related to Galleries under construction. The adjustment in fiscal 2024 includes $19 million of long-lived asset impairment for our two Design Galleries in Germany (refer to “Impairment—Long-Lived Assets” within Note 3—Significant Accounting Policies in our consolidated financial statements), $17 million for property and equipment of Galleries under construction, as well as impairment of pre-acquisition costs related to an unsuccessful joint venture arrangement of $1.0 million. The adjustment in fiscal 2023 includes impairment of property and equipment of $2.2 million related to the interior refresh of our Design Galleries, as well as impairment of a loan receivable of $1.3 million. (3) The adjustment in fiscal 2025 represents costs and inventory charges associated with a product recall initiated in fiscal 2025. The adjustment in fiscal 2023 represents accrual adjustments related to product recall charges. (4) Represents severance costs and related payroll taxes associated with reorganizations. (5) Represents the amortization of the non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020. (6) Represents favorable contract termination settlement of $3.8 million, partially offset by costs related to the early termination. (7) The adjustment in fiscal 2024 represents favorable legal settlements received of $10 million, partially offset by costs incurred in connection with one of the matters. The adjustment in fiscal 2023 represents certain legal settlements associated with class action litigation matters (refer to Note 18—Commitments and Contingencies in our consolidated financial statements). ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 49 ​ Table of Contents Adjusted Net Income. Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income as consolidated net income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance. We believe that adjusted net income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. Our senior leadership team uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from period to period. Reconciliation of GAAP Net Income to Adjusted Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​   ​ ​ ​ 2026   ​ ​ ​ 2025   ​ ​ ​ 2024 ​ (in thousands) Net income ​ $ 124,787 ​ $ 72,412 ​ $ 127,561 Adjustments pre-tax: ​ ​ ​ ​ ​ ​ Asset impairments(1) ​ ​ 3,597 ​ ​ 36,071 ​ ​ 3,531 Product recall(1) ​ 1,913 ​ ​ — ​ ​ (1,576) Reorganization related costs(1) ​ 1,233 ​ ​ 4,423 ​ ​ 7,621 Non-cash compensation(1) ​ 851 ​ ​ 4,532 ​ ​ 9,640 Contract termination settlement—net(1) ​ ​ (3,375) ​ ​ — ​ ​ — Legal settlements—net(1) ​ ​ — ​ ​ (9,375) ​ ​ 8,500 Subtotal adjusted items ​ 4,219 ​ 35,651 ​ 27,716 Impact of income tax items(2) ​ 433 ​ ​ (12,222) ​ ​ (18,787) Share of equity method investments net (income) loss(1) ​ (5,008) ​ 11,380 ​ 10,875 Adjusted net income ​ $ 124,431 ​ $ 107,221 ​ $ 147,365 (1) Refer to table titled “Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income” and the related footnotes for additional information. (2) We exclude the GAAP tax provision and apply a non-GAAP tax provision based upon (i) adjusted pre-tax net income, (ii) the projected annual adjusted tax rate and (iii) the exclusion of material discrete tax items that are unusual or infrequent, such as the Federal Rehabilitation Tax Credit related to the San Francisco Design Gallery in fiscal 2023. The adjustments for fiscal 2025, fiscal 2024 and fiscal 2023 are based on adjusted tax rates of 27.3%, 13.7% and 24.2%, respectively. ​ ​ ​ 50 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income before interest expense—net, income tax expense and depreciation and amortization. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of non-cash compensation, capitalized cloud computing amortization, our share of equity method investments net (income) loss and other (income) expense—net, as well as certain non-recurring and other items that we do not consider representative of our underlying operating performance. We believe that EBITDA and adjusted EBITDA provide meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. Our senior leadership team uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from period to period. Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3, ​   ​ ​ ​ 2026   ​ ​ ​ 2025   ​ ​ ​ 2024 ​ ​ (in thousands) Net income ​ $ 124,787 ​ $ 72,412 ​ $ 127,561 Depreciation and amortization ​ 148,500 ​ 130,191 ​ 118,989 Interest expense—net ​ 225,378 ​ 230,601 ​ 198,296 Income tax expense ​ 47,159 ​ 4,799 ​ 28,261 EBITDA ​ 545,824 ​ 438,003 ​ 473,107 Non-cash compensation(1) ​ 43,882 ​ 44,185 ​ ​ 39,382 Capitalized cloud computing amortization(2) ​ ​ 13,491 ​ ​ 11,017 ​ ​ 8,400 Asset impairments(3) ​ 3,597 ​ 36,071 ​ ​ 3,531 Product recall(3) ​ 1,913 ​ — ​ ​ (1,576) Reorganization related costs(3) ​ ​ 1,233 ​ ​ 4,423 ​ ​ 7,621 Other (income) expense—net(3) ​ ​ (5,048) ​ ​ 3,395 ​ ​ 1,078 Share of equity method investments net (income) loss(3) ​ ​ (5,008) ​ ​ 11,380 ​ ​ 10,875 Contract termination settlement—net(3) ​ ​ (3,375) ​ ​ — ​ ​ — Legal settlements—net(3) ​ ​ — ​ ​ (9,375) ​ ​ 8,500 Adjusted EBITDA ​ $ 596,509 ​ $ 539,099 ​ $ 550,918 (1) Represents non-cash compensation related to equity awards granted to employees, including the amortization of the non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020. (2) Represents amortization associated with capitalized cloud computing costs. (3) Refer to table titled “Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income” and the related footnotes for additional information. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 51 ​ Table of Contents Adjusted Capital Expenditures. We define adjusted capital expenditures as capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received during the construction period. We believe that adjusted capital expenditures provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. Our senior leadership team uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from period to period. Reconciliation of Adjusted Capital Expenditures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31,   ​ ​ ​ FEBRUARY 1,   ​ ​ ​ FEBRUARY 3, ​ ​ 2026   ​ ​ ​ 2025   ​ ​ ​ 2024 ​ (in thousands) Capital expenditures ​ $ 199,843 ​ $ 230,788 ​ $ 269,356 Landlord assets under construction—net of tenant allowances ​ ​ 89,028 ​ ​ 51,538 ​ ​ 25,368 Adjusted capital expenditures ​ $ 288,871 ​ $ 282,326 ​ $ 294,724 ​ In addition, we also received landlord tenant allowances under finance leases subsequent to lease commencement of $15 million, $4.8 million and $2.4 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, which are reflected as a reduction to principal payments under finance leases within financing activities on the consolidated statements of cash flows. ​ ​ ​ ​ ​ ​ Fiscal 2025 Compared to Fiscal 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ RH SEGMENT   ​ ​ WATERWORKS ​ TOTAL(1)   ​ ​ RH SEGMENT   ​ ​ WATERWORKS   ​ ​ TOTAL(1) ​ ​ (in thousands) Net revenues(2) ​ $ 3,241,389 ​ $ 198,147 ​ $ 3,439,536 ​ $ 2,987,818 ​ $ 192,935 ​ $ 3,180,753 Cost of goods sold ​ 1,830,472 ​ 93,307 ​ 1,923,779 ​ 1,674,644 ​ 91,177 ​ 1,765,821 Gross profit ​ ​ 1,410,917 ​ ​ 104,840 ​ ​ 1,515,757 ​ ​ 1,313,174 ​ 101,758 ​ 1,414,932 Selling, general and administrative expenses ​ 1,045,585 ​ 82,904 ​ 1,128,489 ​ 1,015,831 ​ 76,514 ​ 1,092,345 Operating income ​ $ 365,332 ​ $ 21,936 ​ $ 387,268 ​ $ 297,343 ​ $ 25,244 ​ $ 322,587 (1) The results for the Real Estate segment were immaterial in fiscal 2025 and fiscal 2024, thus, such results are presented within the RH Segment each period. Refer to Note 19—Segment Reporting in our consolidated financial statements. Additionally, all intercompany transactions are not material and have been eliminated. (2) RH Segment net revenues include outlet revenues of $290 million and $258 million in fiscal 2025 and fiscal 2024, respectively. Net revenues Consolidated net revenues increased $259 million, or 8.1%, to $3,440 million in fiscal 2025 compared to $3,181 million in fiscal 2024. RH Segment net revenues RH Segment net revenues increased $254 million, or 8.5%, to $3,241 million in fiscal 2025 compared to $2,988 million in fiscal 2024. The below discussion highlights several factors that resulted in an increase in RH Segment net revenues, which are listed in order of magnitude. ​ ​ ​ 52 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents RH Segment net revenues for fiscal 2025 increased primarily due to higher revenue in our core business driven by our continued product transformation and platform expansion. In addition, hospitality revenue increased primarily as a result of new Gallery openings and we had higher outlet revenue. Waterworks net revenues Waterworks net revenues increased $5.2 million, or 2.7%, to $198 million in fiscal 2025 compared to $193 million in fiscal 2024. Gross profit Consolidated gross profit increased $101 million, or 7.1%, to $1,516 million in fiscal 2025 compared to $1,415 million in fiscal 2024. As a percentage of net revenues, gross margin decreased 40 basis points to 44.1% of net revenues in fiscal 2025 compared to 44.5% of net revenues in fiscal 2024. RH Segment gross profit RH Segment gross profit increased $98 million, or 7.4%, to $1,411 million in fiscal 2025 compared to $1,313 million in fiscal 2024. As a percentage of net revenues, RH Segment gross margin decreased 50 basis points to 43.5% of net revenues in fiscal 2025 compared to 44.0% of net revenues in fiscal 2024. The decrease in RH Segment gross margin was primarily attributable to decreased margins in the RH core business and increased occupancy costs, partially offset by leverage in shipping costs year over year. RH Segment gross profit for fiscal 2025 was negatively impacted by $2.6 million of asset impairments and $1.4 million of costs related to a product recall. Excluding the $4.0 million of such costs, RH Segment gross margin would have been 20 basis points higher at 43.7% of net revenues for fiscal 2025. Waterworks gross profit Waterworks gross profit increased $3.1 million, or 3.0%, to $105 million in fiscal 2025 compared to $102 million in fiscal 2024. As a percentage of net revenues, Waterworks gross margin increased 20 basis points to 52.9% of net revenues in fiscal 2025 compared to 52.7% of net revenues in fiscal 2024. Selling, general and administrative expenses Consolidated selling, general and administrative expenses increased $36 million, or 3.3%, to $1,128 million in fiscal 2025 compared to $1,092 million in fiscal 2024. RH Segment selling, general and administrative expenses RH Segment selling, general and administrative expenses increased $30 million, or 2.9%, to $1,046 million in fiscal 2025 compared to $1,016 million in fiscal 2024. RH Segment selling, general and administrative expenses were 32.3% and 34.0% of net revenues in fiscal 2025 and fiscal 2024, respectively. The decrease in selling, general and administrative expenses as a percentage of net revenues was primarily driven by asset impairments related to two Design Galleries in Germany and property and equipment of Galleries under construction in fiscal 2024. In addition, decreases in advertising and occupancy costs were partially offset by increases in compensation costs and other corporate costs year over year. RH Segment selling, general and administrative expenses for fiscal 2025 were impacted by $1.2 million of reorganization related costs, $1.0 million of asset impairments, $0.9 million of non-cash compensation related to an option grant made to Mr. Friedman in October 2020 and $0.5 million related to a product recall, as well as a favorable net contract termination settlement of $3.4 million. RH Segment selling, general and administrative expenses for fiscal 2024 were impacted by asset impairments of $19 million related to two Design Galleries in Germany, $17 million for property and equipment of Galleries under construction and $1.0 million related to pre-acquisition costs for an unsuccessful joint venture arrangement, non-cash compensation of $4.5 million related to an option grant made to Mr. Friedman in October 2020, severance expense and other payroll-related costs associated with a reorganization of $4.4 million, as well as favorable net legal settlements of $6.2 million. Excluding the $0.2 million and $39 million of such costs noted above for fiscal 2025 and fiscal 2024, respectively, RH Segment selling, general and administrative expenses would have decreased 40 basis points to 32.3% from 32.7% of net revenues for fiscal 2025 and fiscal 2024, respectively. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 53 ​ Table of Contents Waterworks selling, general and administrative expenses Waterworks selling, general and administrative expenses increased $6.4 million, or 8.4%, to $83 million in fiscal 2025 compared to $77 million in fiscal 2024. Waterworks selling, general and administrative expenses were 41.8% and 39.7% of net revenues for fiscal 2025 and fiscal 2024, respectively. Waterworks selling, general and administrative expenses for fiscal 2024 included $3.2 million related to a favorable legal settlement. Excluding the favorable legal settlement, Waterworks selling, general and administrative expenses would have been 160 basis points higher at 41.3% of net revenues in fiscal 2024. Interest expense—net Interest expense—net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ 2026   ​ ​ ​ 2025  ​ ​ (in thousands) Term loan interest expense ​ $ 177,170 ​ $ 201,848 Finance lease interest expense ​ 40,093 ​ 31,896 Asset based credit facility ​ ​ 10,157 ​ ​ 5,228 Other interest expense ​ 4,545 ​ 4,210 Capitalized interest for capital projects ​ (3,788) ​ (8,680) Interest income ​ (2,799) ​ (3,901) Interest expense—net ​ $ 225,378 ​ $ 230,601 Other expense—net Other expense—net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ JANUARY 31,   ​ ​ ​ FEBRUARY 1, ​   ​ ​ ​ ​ 2026   ​ ​ ​ 2025 ​ ​ ​ (in thousands) Foreign exchange from transactions(1) ​ ​ $ (469) ​ $ 2,731 Foreign exchange from remeasurement of intercompany loans(2) ​ ​ (4,579) ​ 664 Other (income) expense—net ​ ​ $ (5,048) ​ $ 3,395 (1) Represents net foreign exchange gains and losses related to exchange rate changes affecting foreign currency denominated transactions, primarily between the U.S. dollar as compared to the euro and pound sterling. (2) Represents remeasurement of intercompany loans with subsidiaries in Switzerland and the United Kingdom. ​ ​ ​ 54 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Income tax expense Our income tax expense and effective tax rates were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ JANUARY 31,   ​ ​ ​ FEBRUARY 1, ​   ​ ​ ​ ​ 2026   ​ ​ ​ 2025 ​ ​ ​ (dollars in thousands) Income tax expense ​ $ 47,159 ​ ​ $ 4,799 ​ Effective tax rate ​ ​ ​ 28.2 % ​ ​ 6.2 % The increase in our effective tax rate for fiscal 2025 compared to fiscal 2024 is primarily attributable to reporting higher net income in the current year and the impact of higher net excess tax benefits from stock-based compensation in fiscal 2024. Share of equity method investments net (income) loss Our share of equity method investments net income of $5.0 million in fiscal 2025 was primarily attributable to an Aspen LLC distribution in the first quarter of $7.9 million (refer to Note 8—Variable Interest Entities in the consolidated financial statements). Our share of equity method investments net loss in fiscal 2024 was $11 million. ​ Liquidity and Capital Resources Overview Our principal sources of liquidity are cash flows generated from operations, our current balances of cash and cash equivalents, and amounts available under our ABL Credit Agreement (as defined below). Net debt and availability under the ABL Credit Agreement were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ ​ 2026 ​ 2025 ​ ​ ​ (in thousands) Asset based credit facility(1) ​ $ 20,000 ​ $ 200,000 Term loan B(1) ​ ​ 1,915,000 ​ ​ 1,935,000 Term loan B-2(1) ​ ​ 483,750 ​ ​ 488,750 Notes payable for share repurchases ​ ​ 315 ​ ​ 315 Total debt ​ $ 2,419,065 ​ $ 2,624,065 Cash and cash equivalents ​ ​ (41,191) ​ ​ (30,413) Total net debt(2) ​ $ 2,377,874 ​ $ 2,593,652 Availability under the asset based credit facility—net(3) ​ $ 402,045 ​ $ 355,260 (1) Amounts exclude third-party offering and debt issuance costs. (2) Net debt excludes non-recourse real estate loans of $16 million and $18 million as of January 31, 2026 and February 1, 2025, respectively, which are secured by specific real estate assets and the associated creditors do not have recourse against RH’s general assets. (3) The amount available for borrowing under the revolving line of credit under the ABL Credit Agreement is presented net of $43 million and $45 million in outstanding letters of credit as of January 31, 2026 and February 1, 2025, respectively. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 55 ​ Table of Contents General The primary cash needs of our business have historically been for merchandise inventories, payroll, rent for our retail and outlet locations, capital expenditures associated with opening new locations and related real estate investments, updating existing locations, as well as the development of our infrastructure and information technology, and Sourcebooks. We seek out and evaluate opportunities for effectively managing and deploying capital in ways that improve working capital and support and enhance our business initiatives and strategies. During fiscal 2023, we invested $1,253 million of cash, inclusive of excise taxes paid, in the purchase of shares of our common stock pursuant to our Share Repurchase Program. We continuously evaluate our capital allocation strategy and may engage in future investments in connection with existing or new share repurchase programs (refer to “Share Repurchase Program” below), which may include investments in derivatives or other equity linked instruments. We have in the past been, and continue to be, opportunistic in responding to favorable market conditions regarding both sources and uses of capital. Capital raised from debt financing arrangements has enabled us to pursue various investments, including our investments in joint ventures. We expect to continue to take an opportunistic approach regarding both sources and uses of capital in connection with our business. We believe our capital structure provides us with substantial optionality regarding capital allocation. Our near-term decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to macroeconomic factors affecting business conditions, such as trends in luxury housing, increases in interest rates, equity market performance and inflation. We believe our existing cash balances and operating cash flows, in conjunction with available financing arrangements, will be sufficient to repay our debt obligations as they become due, meet working capital requirements and fulfill other capital needs for more than the next 12 months. While we do not anticipate that we will require additional debt financing to fund our operations, our goal is to continue to be in a position to take advantage of the many opportunities that we identify in connection with our business and operations. We have pursued in the past, and may pursue in the future, additional strategies to generate capital to pursue opportunities and investments, including through the strategic sale of existing assets, utilization of our credit facilities, entry into various credit agreements and other new debt financing arrangements that present attractive terms. We expect to continue to use additional sources of debt financing in future periods as a source of additional capital to fund our various investments. To the extent we choose to secure additional sources of liquidity through incremental debt financing, there can be no assurances that we will be able to raise such financing on favorable terms, if at all, or that future financing requirements will not require us to raise money through an equity financing or by other means that could be dilutive to holders of our capital stock. Any adverse developments in U.S. or global credit markets could affect our ability to manage our debt obligations and our ability to access future debt. In addition, agreements governing existing or new debt facilities may restrict our ability to operate our business in the manner we currently expect or to make required payments with respect to existing commitments. To the extent we need to seek waivers from any provider of debt financing, or we fail to observe the covenants or other requirements of existing or new debt facilities, any such event could have an impact on our other commitments and obligations, including triggering cross defaults or other consequences with respect to other indebtedness. Our current level of indebtedness, and any additional indebtedness that we may incur, exposes us to certain risks with regards to interest rate increases and fluctuations. Our ability to make interest payments or to refinance any of our indebtedness to manage such interest rates may be limited or negatively affected by credit market conditions, macroeconomic trends and other risks. Credit Facilities and Debt Arrangements We amended and restated the ABL Credit Agreement in July 2025, which provides an asset based credit facility with an initial availability of up to $600 million, of which (i) $10 million is available to the RH subsidiary Restoration Hardware Canada, Inc. and (ii) $100 million is available to the RH subsidiary, RH Geneva Sàrl. The ABL Credit Agreement includes a $300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties to the ABL Credit Agreement from $600 million to up to $900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The accordion feature may be added as a first-in, last-out term loan facility. The ABL Credit Agreement further provides that the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH if certain conditions set out in the ABL Credit Agreement are met. The maturity date of the ABL Credit Agreement is the earlier of (a) July 31, 2030 and (b) the date which is 91 days prior to the final stated maturity of the Term Loan Credit Agreement and any refinancing thereof. ​ ​ ​ 56 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents We entered into a $2,000 million term debt financing in October 2021 (the “Term Loan B”) by means of a Term Loan Credit Agreement through RHI as the borrower, Bank of America, N.A. as administrative agent and collateral agent, and the various lenders party thereto (the “Term Loan Credit Agreement”). Term Loan B has a maturity date of October 20, 2028. We are required to make quarterly principal payments of $5.0 million with respect to Term Loan B. In May 2022, we entered into an incremental term debt financing (the “Term Loan B-2”) in an aggregate principal amount equal to $500 million by means of an amendment to the Term Loan Credit Agreement with RHI as the borrower, Bank of America, N.A. as administrative agent and the various lenders parties thereto (the “Amended Term Loan Credit Agreement”). Term Loan B-2 has a maturity date of October 20, 2028. Term Loan B-2 constitutes a separate class from the existing Term Loan B under the Term Loan Credit Agreement. We are required to make quarterly principal payments of $1.3 million with respect to Term Loan B-2. Capital We have invested significant capital expenditures in developing and opening new Design Galleries, and these capital expenditures have increased in the past, and may continue to increase in future periods, as we open additional Design Galleries, which may require us to undertake upgrades to historical buildings or construction of new buildings. Our adjusted capital expenditures include capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received during the construction period. During fiscal 2025, adjusted capital expenditures were $289 million in aggregate, net of cash received related to landlord tenant allowances of $4.1 million. In addition, we also received landlord tenant allowances under finance leases subsequent to lease commencement of $15 million. We anticipate our adjusted capital expenditures to be $240 million to $260 million in fiscal 2026, primarily related to our growth and expansion, including construction of new Design Galleries and infrastructure investments. Nevertheless, we may elect to pursue additional capital expenditures beyond those that are anticipated during any given fiscal period inasmuch as our strategy is to be opportunistic with respect to our investments and we may choose to pursue certain capital transactions based on the availability and timing of unique opportunities. There are a number of macroeconomic factors and uncertainties affecting the overall business climate as well as our business, including increased inflation and higher interest rates and we may make adjustments to our allocation of capital in fiscal 2026 or beyond in response to these changing or other circumstances. We may also invest in other uses of our liquidity such as share repurchases, acquisitions and growth initiatives, including through joint ventures and real estate investments. Certain lease arrangements require the landlord to fund a portion of the construction related costs through payments directly to us. As we develop new Galleries, as well as other potential strategic initiatives in the future like our integrated hospitality experience, we are exploring other models for our real estate activities, which include different terms and conditions for real estate transactions. These transactions may involve longer lease terms or further purchases of, or joint ventures or other forms of equity ownership in, real estate interests associated with new sites and buildings that we wish to develop for new Gallery locations or other aspects of our business. These approaches might require different levels of capital investment on our part than a traditional store lease with a landlord. We have also begun executing changes in our real estate strategy to transition some projects from a leasing model to a development model, where we buy and develop real estate for our Design Galleries either directly or through joint ventures and other structures with the ultimate objective of (i) recouping a majority of the investment through a sale-leaseback arrangement and (ii) resulting in lower capital investment and lower rent. For example, we have entered into arrangements with a third-party development partner to develop real estate for future RH Design Galleries. In the event that such capital and other expenditures require us to pursue additional funding sources, we can provide no assurance that we will be successful in securing additional funding on attractive terms or at all. In addition, our capital needs and uses of capital may change in the future due to changes in our business or new opportunities that we may pursue. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 57 ​ Table of Contents Cash Flow Analysis Cash flows from operating, investing, and financing activities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ JANUARY 31, ​ FEBRUARY 1, ​ FEBRUARY 3,  ​   ​ ​ ​ 2026   ​ ​ ​ 2025   ​ ​ ​ 2024  ​ ​ (in thousands) Net cash provided by operating activities ​ $ 452,241 ​ $ 17,095 ​ $ 202,214 Net cash used in investing activities ​ (223,693) ​ (240,409) ​ (307,431) Net cash provided by (used in) financing activities ​ ​ (219,397) ​ ​ 130,586 ​ (1,283,031) Net increase (decrease) in cash and cash equivalents ​ ​ 10,778 ​ ​ (93,275) ​ (1,388,075) Cash and cash equivalents at end of period ​ ​ 41,191 ​ ​ 30,413 ​ 123,688 Net Cash Provided by Operating Activities Operating activities consist primarily of net income adjusted for non-cash items, including depreciation and amortization, impairments, stock-based compensation and the effect of changes in working capital and other activities. For fiscal 2025, net cash provided by operating activities was $452 million and consisted of net income of $125 million and an increase in non-cash items of $377 million, partially offset by a change in working capital and other activities of $49 million. The use of cash from working capital was primarily driven by a decrease in operating lease liabilities of $105 million, an increase in landlord assets under construction, net of tenant allowances, of $89 million, an increase in prepaid expense and other assets of $54 million, a decrease in other current and non-current liabilities of $43 million and a decrease in accounts payable and accrued expenses of $14 million. These uses of cash from working capital were partially offset by a decrease in merchandise inventory of $214 million and an increase in deferred revenue and customer deposits of $41 million. Net Cash Used in Investing Activities Investing activities consist primarily of investments in capital expenditures related to investments in retail stores, information technology and systems infrastructure, as well as supply chain investments. Investing activities also include our strategic investments. For fiscal 2025, net cash used in investing activities was $224 million and was comprised of investments in retail stores, information technology and systems infrastructure of $200 million, a business acquisition of $32 million and an acquisition of an intangible asset of $3.1 million. These cash outflows were partially offset by cash received from a distribution of return of equity method investments of $7.9 million, proceeds from insurance recoveries of $2.1 million and receipt of a promissory note repaid by our equity method investee of $1.8 million. Net Cash Used in Financing Activities Financing activities consist primarily of borrowings and repayments related to credit facilities, convertible senior notes and other financing arrangements, and cash used in connection with such financing activities include investments in our share repurchase program, repayment of indebtedness, including principal payments under finance lease agreements, and other equity related transactions. For fiscal 2025, net cash used in financing activities was $219 million, primarily due to net repayments under the asset based credit facility of $180 million, payments under term loans of $25 million, net payments under finance lease agreements of $13 million and debt issuance costs of $3.3 million associated with the ABL Credit Agreement amendment. These cash outflows were partially offset by proceeds from the exercise of stock options of $4.4 million. Non-Cash Transactions Non-cash transactions consist of non-cash additions of property and equipment and landlord assets under construction, as well as excise tax from share repurchases, included in accounts payable and accrued expenses at period-end. Non-cash transactions also include the recognition of lease right-of-use assets obtained in exchange for lease liabilities, net of lease terminations, as well as the reclassification of assets from other non-current assets to finance and operating lease right-of-use assets. Refer to Note 10—Leases in our consolidated financial statements. ​ ​ ​ 58 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Cash Requirements from Contractual Obligations Leases We lease nearly all of our retail and outlet locations, corporate headquarters, distribution centers and home delivery center locations, as well as other storage and office space. Refer to “Leases” within Note 3— Significant Accounting Policies and Note 10—Leases in our consolidated financial statements for further information on our lease arrangements, including the maturities of our operating and finance lease liabilities. Most lease arrangements provide us with the option to renew the leases at defined terms. The table presenting the maturities of our lease liabilities included in Note 10—Leases in our consolidated financial statements includes future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Amounts presented therein do not include future lease payments under leases that have not commenced or estimated contingent rent due under operating and finance leases, as well as immaterial short-term lease commitments. Asset Based Credit Facility Refer to Note 11—Credit Facilities and Convertible Senior Notes in our consolidated financial statements for further information on our asset based credit facility, including the amount available for borrowing under the revolving line of credit, net of outstanding letters of credit. Term Loan Refer to Note 11—Credit Facilities and Convertible Senior Notes in our consolidated financial statements for further information on our Term Loan. Real Estate Loans Refer to Note 8—Variable Interest Entities in our consolidated financial statements for further information on our real estate loans. Share Repurchase Program We regularly review share repurchase activity and consider various factors in determining whether and when to execute investments in connection with our share repurchase program, including, among others, current cash needs, capacity for leverage, cost of borrowings, results of operations and the market price of our common stock. We believe that our share repurchase program will continue to be an excellent allocation of capital for the long-term benefit of our shareholders. We may undertake other repurchase programs in the future with respect to our securities. Beginning January 1, 2023, share repurchases under our Share Repurchase Program (as defined below) are subject to a 1% excise tax imposed under the Inflation Reduction Act, H.R.5376 (the “IR Act”). In 2018, our Board of Directors authorized a share repurchase program through open market purchases, privately negotiated transactions or other means, including through Rule 10b-18 open market repurchases, Rule 10b5-1 trading plans or through the use of other techniques such as the acquisition of other equity linked instruments, accelerated share repurchases, including through privately negotiated arrangements in which a portion of the share repurchase program is committed in advance through a financial intermediary and/or in transactions involving hedging or derivatives. On June 2, 2022, the Board of Directors authorized an additional $2,000 million for the purchase of shares of our outstanding common stock, which increased the total authorized size of the share repurchase program to $2,450 million (the “Share Repurchase Program”). Refer to Note 15—Share Repurchase Program and Share Retirement in our consolidated financial statements. As of January 31, 2026, $201 million remains available for future share repurchases under the Share Repurchase Program. Other Commitments We enter into various commitments related to the procurement of merchandise inventory. As of January 31, 2026, these merchandise inventory purchase commitments were $361 million. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 59 ​ Table of Contents Critical Accounting Policies and Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our senior leadership to make estimates and assumptions that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our accounting policies, estimates, and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions and such differences could be material to the consolidated financial statements. Information on all of our significant accounting policies can be found in Note 3—Significant Accounting Policies in our consolidated financial statements. Our senior leadership team evaluates the development and selection of our critical accounting policies and estimates and believes that certain of our significant accounting policies involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position and are therefore discussed as critical. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of our consolidated financial statements. Merchandise Inventories—Reserves Our merchandise inventories are primarily comprised of finished goods and are carried at the lower of cost or net realizable value, with cost determined on a weighted-average cost method and net realizable value adjusted periodically for current market conditions. Net realizable value requires judgments that may significantly affect the ending inventory valuation, as well as gross margin. We adjust our inventory reserves for net realizable value and obsolescence, including excess and slow-moving inventory, based on current and anticipated demand trends, merchandise aging reports, specific product identification, estimates of future retail sales prices and historical results. We have not made any material changes to our assumptions included in the calculations of the lower of cost or net realizable value reserves during the periods presented. Impairment—Long-Lived Assets Long-lived assets, such as property and equipment and lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, change in the intended use of an asset, a product recall or an adverse action or assessment by a regulator. If the sum of the estimated undiscounted future cash flows over the remaining life of the primary asset is less than the carrying value, we recognize a loss equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset or asset group. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our Galleries and Showrooms is generally the individual retail location level. Since there is typically no active market for our long-lived assets, we estimate fair values based on the expected future cash flows of the asset or asset group, using a discount rate commensurate with the related risk. The estimate of fair value requires management judgments that may significantly affect the ending asset valuation. Future cash flows are estimated considering the highest and best use of the assets, which may be based on a number of factors, including location level historical results, current trends, operating cash flow projections or market-based rental rates. Our estimates are subject to uncertainty and may be affected by a number of factors outside our control, including general economic conditions and the competitive environment. While we believe our estimates and judgments about future cash flows are reasonable, future impairment charges may be required if the expected cash flow estimates, as projected, do not occur or if events change requiring us to revise our estimates. ​ ​ ​ 60 | FORM 10-K PART II — FINANCIAL STATEMENTS ​ Table of Contents Lease Accounting—Determination of the Classification of New Real Estate Lease Contracts Reasonably Certain Lease Term In recognizing the lease right-of-use assets and lease liabilities, we utilize the lease term for which we are reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. At lease commencement, we evaluate whether we are reasonably certain to exercise available options based on consideration of a variety of economic factors and the circumstances related to the leased asset. Factors considered include, but are not limited to, (i) the contractual terms, including renewal periods compared to estimated market rates, (ii) the uniqueness or importance of the asset or its location, (iii) the potential costs of obtaining an alternative asset, (iv) the potential costs of relocating or ceasing use of the asset, including the consideration of leasehold improvements and other invested capital, and (v) any potential tax consequences. The determination of the reasonably certain lease term affects the inclusion of rental payments utilized in the incremental borrowing rate calculations, the results of the lease classification test, and our consideration of certain assets held for sale or planned for sale-leaseback. The reasonably certain lease term may materially affect our financial position related to certain Design Galleries or significant distribution center facilities, which typically have greater lease payments. Although the above factors are considered in our analysis, the assessment involves subjectivity considering our strategy, expected future events and market conditions. While we believe our estimates and judgments in determining the lease term are reasonable, future events may occur that may require us to reassess this determination. Incremental Borrowing Rate As most of our leases do not include an implicit interest rate, we determine the discount rate for each lease based upon the incremental borrowing rate (“IBR”) in order to calculate the present value of the lease liability at the commencement date. The IBR is computed as the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the total lease payments in a similar economic environment. We utilize our outstanding debt facilities, including our asset based credit facility or our Term Loan Credit Agreement, as the basis for determining the applicable IBR for each lease. We estimate the incremental borrowing rate for each lease primarily by reference to yield rates on debt issuances by companies of a similar credit rating, the weighted-average lease term and adjustments for differences between the yield rates and the actual term of the credit facility. In determining the yield rates, for newly constructed Design Galleries or significant distribution centers we utilize market information on the lease commencement date and, for all other leases, we utilize market information as of the beginning of the quarter in which the lease commenced. Fair Value We determine the fair value of the underlying asset, and the lease components such as land and building, for purposes of determining the lease classification and allocating our contractual rental payments to the lease components. The fair value of the underlying asset and lease components also affect our assets held for sale and sale-leaseback transactions. The fair value assessments may materially affect our financial position related to certain Design Galleries or significant distribution center facilities, which typically have greater fair values. The determination of fair value requires subjectivity and estimates, including the use of multiple valuation techniques and uncertain inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. Where real estate valuation expertise is required, we obtain independent third-party appraisals to determine the fair value of the underlying asset and lease components. Variable Interest Entities We occasionally make investments in privately-held limited liability companies in connection with real estate development initiatives. As described in our significant accounting policy, we evaluate whether that legal entity is within the scope of the variable interest entity (“VIE”) model and, if so, whether we are the primary beneficiary of the VIE. This determination includes an assessment of whether we have the power to direct the activities that most significantly impact economic performance of the VIE, which requires judgement and evaluation of numerous factors. These include, among other factors, the purpose of the VIE, rights and obligations of the variable interest holders, mechanisms for the resolution of disputes among the variable interest holders and other agreements with the legal entity and its variable interest holders. We consolidate a VIE if our involvement indicates that we are the primary beneficiary. We account for investments in VIEs where we are not the primary beneficiary using the equity method of accounting. ​ ​ ​ PART II — FINANCIAL STATEMENTS FORM 10-K | 61 ​ Table of Contents In certain instances, we are required to recognize non-cash compensation expense related to equity interests given to the noncontrolling interest holder of consolidated VIEs in connection with real estate development initiatives. There are no explicit or implicit vesting conditions associated with these deemed compensation arrangements. Equity-classified compensation arrangements are measured upon the noncontrolling interest holders being admitted as a member of the VIEs, and liability-classified compensation arrangements are measured at the end of each reporting period. The fair-value-based measure of the equity interests is determined using a Black-Scholes option pricing model that requires the input of subjective assumptions regarding the future cash flows of the VIE, including consideration of future expected debt financing and the expected volatility of the equity interests. We determined these assumptions based on entity specific considerations of (i) the primary expected future cash flows of property rents and expected debt and debt service payments, (ii) discount rates appropriate for the economic environment and anticipated future interest rates and (iii) expected volatility based on historical observed stock prices of publicly traded peer companies, including those involved in real estate development. Recently Issued Accounting Pronouncements Refer to “Recently Issued Accounting Standards” within Note 3—Significant Accounting Policies in our consolidated financial statements within Part II of this Annual Report.